Herrick v. Sanguinetti
This is essentially an action for declaratory relief to determine whether the parties entered into a binding contract for the purchase and sale of real property. The critical part of the transaction was a counteroffer made by the seller using a standard real estate form that included a provision stating the counteroffer would be deemed revoked if it was not accepted by the buyers within three days from the date the seller signed it. For reasons that are the subject of the present disagreement, the seller's agent (who was also the buyer's agent) did not transmit the counteroffer to the buyers until four days after the effective revocation date. The buyers signed the form indicating their acceptance of the counteroffer, and returned it to the agent the same day they received it.
Whether the buyers' acceptance of the counteroffer created a contract, and if so what the terms of the contract were, also depends upon the significance to be attached to the parties' conduct during the next several weeks. The agent opened an escrow account, the buyers took steps to raise the money necessary to complete the purchase and, to the buyers and the agent at least, the sale appeared to be proceeding normally in the absence of any objection by the seller to the buyers' late acceptance of the counteroffer. But then, two months later, the seller objected to a different aspect of the deal and refused on this other ground to go through with the sale. The buyers then sued for declaratory relief and specific performance of the contract. When they later moved for summary judgment, the seller asserted in opposition to the motion, for the first time, that no contract had ever been formed given the buyers' untimely acceptance of the counteroffer. The court denied summary judgment, and a bench trial followed at which the seller again challenged the existence of the contract. The court concluded the seller had waived her objection to the buyers' late acceptance, and ordered her to complete the sale according to the terms of the counteroffer. It also ordered her to pay the buyers $58,092.25 toward their attorney fees incurred in the action, pursuant to an attorney fee provision in the contract. Court affirmed both the judgment and the order awarding attorney fees.
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